Corporate Management Consulting Agreement
Corporate Management Consulting Agreement
This Corporate Management Consulting Agreement (this "Agreement"), is made as of
November 21, 2016, between OWC Pharmaceutical Research Corp., a Delaware
corporation, having its principal place of business located at 00 Xxxxxxx
Xxxxxx, X.X.X. 0000, Petach Tikva 4918103 Israel (the "Company") and Sorelenco
Limited a company organized under the laws of the Island of Cyprus (the
"Consultant"). The Company and the Consultant are sometimes referred to
individually, as a "Party" and collectively, as the "Parties."
WHEREAS, the Consultant has the professional business and financial expertise
and experience in the areas of business operations management, business
development, marketing with the objective of generating interest in the
Company's products and services in Europe; and
WHEREAS, the Parties agree that the Consultant will render its services to OWC
Europe Marketing Corporation, an entity being organized ("OWC Europe") following
the execution and delivery of a separate investment/JV agreement between the
Parties;
NOW, THEREFORE, in consideration of the premises and promises, warranties and
representations herein contained, it is agreed as follows:
1. Services:
(i) The Consultant shall provide OWC Europe with services involving the day to
day operations of OWC Europe including, but not limited to management, business
development, sales and marketing of the Company's products and services in
Europe, and the hiring and training of staff (the "Services");
(ii) In rendering the Services, the Consultant shall be responsible to the board
of directors of OWC Europe and shall report on not less than a monthly basis to
the Company disclosing sales and expenses, among other financial information
reasonably requested by the Company; and
(iii) The Consultant acknowledges and understands that the Company is a public,
reporting company under the United States federal securities laws and the rules
and regulations of the United States Securities and Exchange Commission (the
"SEC") and, as a result, the Company is required to file reports with the SEC
under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). As a result, the
Consultant, in rendering its Services to OWC Europe, will follow the guidelines
of the Company’s chief executive officer and chief financial officer in keeping
OWC Europe’s books and records so that the Company can comply with the Exchange
Act reporting requirements and the rules and regulations of the SEC.
2. Compensation: In consideration for Services, the Company shall cause to be
issued to the Consultant:
(i) 1,442,308 restricted shares of the Company’s common stock, par value $0.0001
(the "Shares");
(ii) Class M Warrants exercisable for a period of twelve (12) months to purchase
1,250,000 Shares at an exercise price $0.08 in the form of Class M Warrant
Agreement attached hereto;
(iii) Class G Warrants exercisable for a period of twenty-four (24) months to
purchase 448,462 Shares at an exercise price $0.25 in the form of Class G
Warrant Agreement attached hereto; and
(iv) Class H Warrants exercisable for a period of thirty-six (36) months to
purchase 448,462 Shares at an exercise price $0.40 in the form of Class H
Warrant Agreement attached hereto.
3. Term: This Agreement shall be for an initial term of thirty-six (36) months
from the date first set forth above (the "Term"), subject to the extension of
the Term upon the mutual written agreement of the Parties prior to the
expiration of the Term. Either Party may elect to terminate this Agreement on
sixty (60) days advanced written notice to the other Party (the "Termination").
In the event of Termination by either Party prior to the exercise of the Class
G, Class H or Class M Warrants (collectively, the "Warrants"), all unexercised
Warrants shall not be subject to exercise and shall become null and void.
4. Representations and Warranties: For purposes of this Agreement, the
Consultant represents and warrants as follows:
(i) The Consultant is duly organized and validly existing under the laws of it
state of organization and has full power and authority to enter into this
Agreement;
(ii) The Consultant is aware that the Shares including the Shares underlying the
exercise of the Warrants are not transferable under this Agreement and
applicable securities laws unless such shares are registered under the
Securities Act of 1933, as amended (the "Act") or pursuant to an available
exemption under Rule 144 or other rule or regulation promulgated by the
Securities and Exchange Commission (the "SEC") under the Act;
(iii) All information that the Consultant has provided to the Company concerning
the Consultant and the Consultant's knowledge of financial and business matters,
is correct and complete as of the date of this Agreement and may be relied upon
by the Company;
(iv) In rendering the services hereunder and in connection with the Shares, the
Consultant agrees to comply with all applicable federal and state securities
laws, the rules and regulations thereunder, the rules and regulations of the SEC
and of any exchange or quotation service on which the Company's securities are
listed and/or subject to quotation and the rules and regulations of the National
Association of Securities Dealers, Inc.
5. No Third-Party Rights: The Parties warrant and represent that they are
authorized to enter into this Agreement and that no third parties, other than
the Parties hereto, have any interest in any of the Services contemplated
hereby.
6. Governing Law/Arbitration: This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. Any dispute arising under
or related to this Agreement or the construction or application of this
Agreement, any claim arising out of this Agreement or its breach, shall be
submitted to arbitration in New York County, State of New York, before one
arbitrator in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, upon the written request of one Party after service of
that request on the other Party. The cost of arbitration shall be borne by the
losing Party. The arbitrator is also authorized to award reasonable attorney's
fees to the prevailing Party.
7. Validity: If any paragraph, sentence, term or provision hereof shall be held
to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the validity enforceability of any other
paragraph, sentence, term and provision hereof. To the extent required, any
paragraph, sentence, term or provision of this Agreement may be modified by the
parties hereto by written amendment to preserve its validity.
8. Entire Agreement: This Agreement contains the entire understanding of the
Parties on the subject matter hereof and cannot be altered or amended except by
an amendment duly executed by all Parties hereto. This Agreement shall be
binding upon and inure to the benefit of the successors, assigns and personal
representatives of the Parties.
IN WITFESS WHEREOF, the Parties hereto have executed this Agreement effective as
of the date first written above.
OWC Pharmaceutical Research Corp. Sorelenco Limited
/s/: Xxxxxxxxx Bignitz /s/: ___________________
Name: Xxxxxxxxx Bignitz Name:
Title: CEO
